CHAIRMAN’S AGREEMENT
THIS
CHAIRMAN’S AGREEMENT, dated as of November 2, 2009 (the “Agreement”), is made by and
among UNITED BANCORP, INC., a Michigan corporation (“UBI”), UNITED BANK &
TRUST, a Michigan banking corporation (“UB&T”), UNITED BANK &
TRUST – WASHTENAW, a Michigan banking corporation (“UB&T-W”) and XXXXX X.
XXXXXXX (“Xxxxxxx”). The
parties have mutually agreed that the prior Retirement and Consulting Agreement
between the parties no longer represents the parties’ mutual intent regarding
their ongoing relationship and have agreed to terminate the Retirement and
Consulting Agreement and enter into this superseding Agreement.
The
parties agree as follows:
1. Effective Date and
Term. The Retirement and Consulting Agreement will terminate,
and this Agreement will take effect, on February 1, 2010. This
Agreement will automatically terminate on April 30, 2011, unless extended by
written agreement of the parties. Notwithstanding any termination of
the Agreement, those provisions that expressly state that they will remain in
effect after termination of the Agreement shall remain in
effect. Xxxxxxx'x service under the Agreement is on an at-will basis
and at the pleasure of the respective Boards of Directors of UBI and UB&T,
and the respective Boards of Directors of UBI and UB&T may terminate this
Agreement and remove Xxxxxxx from service at any time for any or no
reason.
2. Position. Xxxxxxx
will serve as the Chairman of the respective Boards of Directors of UBI and
UB&T. Xxxxxxx’x duties will be those assigned from time-to-time
by the respective Boards of Directors of UBI and UB&T and will be consistent
with Xxxxxxx’x position as Chairman.
3. Compensation. For
his service, Xxxxxxx will be compensated $50,000 per year during the term of the
Agreement, payable in monthly installments of $4,166.67, beginning in February,
2010. Xxxxxxx is not entitled to any other compensation for his
service, including Boards of Director and committee meeting fees.
4. Business
Expenses. UBI and UB&T will reimburse Xxxxxxx for
reasonable, ordinary, and necessary business expenses that are authorized either
specifically or by UBI and UB&T policy, subject to Xxxxxxx’x prompt
submission of proper documentation for tax and accounting
purposes. UBI or UB&T, as applicable, shall pay any such
reimbursement as soon as administratively possible pursuant to UBI or UB&T
policy, but not later than sixty days after Xxxxxxx submits proper documentation
of such expenses, and in no case later than March 15 of the year following the
year in which the expense was incurred.
5. SERP. Xxxxxxx began
receiving payments in accordance with the Supplemental Executive Retirement
Benefits Agreement (“SERP”) in January, 2006, at
the rate of $5,088 per month, and will continue to receive SERP payments for a
total of one hundred and eighty (180)
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months as
provided in the SERP. Xxxxxxx acknowledges and agrees that he is
entitled to receive SERP payments for a total of one hundred and eighty (180)
months under the SERP.
6. Covenants. As a
material part of the consideration to be received by UBI, UB&T and
UB&T-W in accordance with this Agreement, Xxxxxxx hereby covenants as
follows:
a. Loyalty and Confidentiality;
Company Property. Xxxxxxx will be loyal to UBI, UB&T and
UB&T-W during the term of the Agreement and will forever hold in strictest
confidence and will not use or disclose any information regarding UBI’s,
UB&T’s or UB&T-W’s techniques, processes, developmental or experimental
work, trade secrets, customer or prospect names or information, or proprietary
or confidential information relating to the current or planned products,
services, sales, employees or business of UBI, UB&T or UB&T-W, except as
such disclosure or use (i) may be required in connection with Xxxxxxx’x work for
UBI, UB&T or UB&T-W and (ii) is permitted under applicable federal,
state, and local law. Upon termination of Xxxxxxx’x service with UBI,
UB&T or UB&T-W, Xxxxxxx will deliver to the UBI, UB&T or UB&T-W
any and all materials relating to UBI’s, UB&T’s or UB&T-W’s business,
including, without limitation, all customer lists and information, keys,
financial information, business notes, business plans, equipment, credit cards,
memoranda, specifications and documents. All UBI, UB&T or
UB&T-W property will be returned promptly and in good condition except for
normal wear. Xxxxxxx agrees not to retain any copies, reproductions,
or summaries of any of those materials. The covenants in this Section
will continue in effect after termination of the Agreement. The
parties agree that any breach or threatened breach of Xxxxxxx’x covenants in
this Section would cause UBI, UB&T and UB&T-W irreparable harm, and that
injunctive relief would be appropriate.
b. Non-solicitation. During
the term of this Agreement and for a period of one year after termination of
this Agreement, Xxxxxxx agrees not to hire, and not to solicit for hire, any
then-current employees of UBI, UB&T or UB&T-W, or to contact them for
the purpose of inducing them to leave UBI, UB&T or
UB&T-W. During the term of this Agreement and for a period of one
year after termination of this Agreement, Xxxxxxx shall not contact any
then-current customers of UBI, UB&T or UB&T-W for the purpose of
inducing them to leave UBI, UB&T or UB&T-W or to discourage them from
doing business with UBI, UB&T or UB&T-W.
c. Noncompetition. UBI,
UB&T and UB&T-W and Xxxxxxx acknowledge and agree that by virtue of
Xxxxxxx'x past experience in the banking industry and his knowledge of the
business of UBI, UB&T and UB&T-W, Xxxxxxx is uniquely qualified to
successfully compete with UBI, UB&T and UB&T-W. In
recognition of these circumstances, and in consideration of the compensation to
be paid Xxxxxxx under this Agreement, Xxxxxxx covenants and agrees that he shall
not, during the term of this Agreement and for one year after termination of
this Agreement, engage in the counties of Lenawee or Washtenaw, Michigan in any
business which is competitive with a business then regularly conducted by UBI,
UB&T or UB&T-W in either or both of said counties; provided, however,
that the foregoing covenants shall not prohibit Xxxxxxx from owning, directly or
indirectly, one percent or less of any publicly traded financial services
corporation.
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7. Amendment and
Waiver. This Agreement may not be amended, modified, waived or
discharged unless the waiver, modification, or discharge is agreed to in writing
by the parties. No waiver by either party at any time of any breach
or non-performance of this Agreement by the other party shall be deemed a waiver
of any prior or subsequent breach or non-performance.
8. Severability. The
invalidity or unenforceability of any provision of this Agreement will not
affect the validity or enforceability of any other provision of this Agreement,
which will remain in full force and effect. If a court of competent
jurisdiction ever determines that any provision of this Agreement (including,
but not limited to, all or any part of the non-competition covenant in this
Agreement) is unenforceable as written, the parties intend that the provision
shall be deemed narrowed or revised in that jurisdiction (as to geographic
scope, duration, or any other matter) to the extent necessary to allow
enforcement of the provision. The revision shall thereafter govern in
that jurisdiction, subject only to any allowable appeals of that court
decision.
9. Entire
Agreement. No agreements or representations, oral or
otherwise, express or implied, with respect to Xxxxxxx’x relationship with UBI,
UB&T, and UB&T-W or any of the subjects covered by this Agreement have
been made by either party that are not set forth expressly in this Agreement,
and this Agreement supersedes any pre-existing employment agreements and any
other agreements on the subjects covered by this Agreement.
10. Assignability. This
Agreement may not be assigned by any of the parties without the advance written
consent of all other parties.
11. Notices. Notices to
a party under this Agreement must be personally delivered or sent by certified
mail (return receipt requested) and will be deemed given upon post office
delivery or attempted delivery to the recipient’s last known address, which as
of the date of this Agreement are as follows:
UBI, UB&T and
UB&T-W Xxxxxxx
Chief Executive
Officer Xxxxx
X. Xxxxxxx
United Bancorp,
Inc. 0000
Xxxxxxxxxx Xxxxx
X.X. Xxx
000 Xxxxxxxx,
Xxxxxxxx 00000
Xxxxxxxx, Xxxxxxxx 00000
12. Governing Law. The
validity, interpretation, and construction of this Agreement shall be governed
by Michigan law, without regard to choice of law rules.
13. Counterparts. This
Agreement may be executed in several counterparts, all of which together will
constitute one and the same document.
Signature
Page Follows
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The parties have signed this Chairman’s
Agreement as of the date first written at the beginning of this
document.
UNITED BANCORP,
INC.
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By
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/s/ Xxxxxx X. Xxxxxxx | /s/ Xxxxx X. Xxxxxxx | |
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Xxxxxx
X. Xxxxxxx, President & CEO
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Xxxxx
X. Xxxxxxx
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“UBI”
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“Xxxxxxx”
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UNITED BANK &
TRUST
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By
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/s/ Xxxxxx Xxxxxxxx |
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Xxxxxx
Xxxxxxxx, President & CEO
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“UB&T”
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UNITED BANK & TRUST -
WASHTENAW
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By
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/s/ Xxxx Xxxxx |
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Xxxx
Xxxxx, President & CEO
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“UB&T-W”
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